6 December 2012
Barclays PLC
Barclays and Absa agree strategic combination of Barclays Africa operations with Absa
Further to the announcement on 21 August 2012, Barclays Bank PLC (“Barclays”) and its
subsidiary Absa Group Limited (“Absa”) are pleased to announce their agreement to combine themajority of Barclays Africa operations (the “Portfolio”) with Absa.
The proposed combination accelerates Barclays „One Bank in Africa‟ strategy and its goal to
become the „Go-To‟ bank on the continent. The combined business will create a leading panAfrican financial services business and a platform for further growth. The combined, JSE-listed
business will serve approximately 14.4 million customers through a network of more than 1,300
outlets and over 10,400 ATMs, employing more than 43,000 people across ten² countries which
represent approximately 22.5% and 30.5% of Africa‟s population and GDP respectively.
Key features of the proposed combination:
The proposed strategic combination will be effected by way of an acquisition by Absa
Group Limited of Barclays Africa Limited, the proposed holding company of the Portfolio,for a consideration of 129,540,636 Absa ordinary shares, representing a value ofR18,33bn³ (£1.3bn¹) for Barclays Africa Limited.
oAs a result of the transaction, Barclays stake in Absa will increase from 55.5% to
62.3%

o

It is expected that Barclays Africa Limited will hold, at the effective date of theproposed combination, all or a significant majority of the Portfolio, comprising
Barclays ownership interests in banking operations in Botswana (67.8%), Ghana(100%), Kenya (68.5%), Mauritius (100%), Seychelles (99.8%), Tanzania (100%),
Uganda (100%) and Zambia (100%), as well as the Barclays Africa Regional Officein Johannesburg (100%).

oThe listings of Barclays Bank Kenya Limited (on the Nairobi Securities Exchange)
and Barclays Bank Botswana Limited (on the Botswana Stock Exchange) willcontinue to be maintained as only the shares held by Barclays in those entities willbe transferred in the proposed combination. The proposed combination will not
impact the number of shares held by the minorities in Barclays Bank Kenya Limited
and Barclays Bank Botswana Limited.

oAbsa will continue to own 100% of Absa Bank Limited, 95.8% of Barclays Bank ofMozambique and 55% of the National Bank of Commerce in Tanzania.

oThe scope of the proposed transaction excludes Barclays operations in Egypt andZimbabwe.

1To reflect the enlarged portfolio and the pan-African focus of the business, Absa Group
Limited will be renamed “Barclays Africa Group Limited” and the composition of the Boardof Absa Group will be reconstituted accordingly.
oIt is currently intended that the Absa brand will continue to be used for retailbanking and card businesses in South Africa.

Each business within the Portfolio is led by an experienced management team and Board ofDirectors in country.

The proposed combination is expected to complete in the first half of 2013, subject tofulfilment of the conditions precedent, including regulatory approvals across the affectedjurisdictions.

The approval of the transaction by Absa shareholders, excluding Barclays, will also berequired.

The independent directors of the Absa Board have unanimously approved the proposedtransaction and a fairness opinion has been provided.

It is a condition precedent to the proposed combination that, subject to the applicableregulatory approvals, at least the operations in Botswana, Ghana, Kenya and Mauritius, aswell as the Barclays Africa Regional Office, are transferred to Barclays Africa Limited by thefirst closing date. The remaining companies in the Portfolio that have not transferred toBarclays Africa Limited by such closing date will become the subject of subsequentclosings.

Rationale for the proposed strategic combination:
The proposed combination follows on from the steps taken by Absa and Barclays in 2011 tointegrate their African businesses from an operational and management point of view. This initiallyinvolved consolidating the regional offices for Absa Africa and Barclays Africa in Johannesburg andestablishing a combined Africa management oversight team, as well as introducing a global
product strategy across the continent. The proposed combination:
is an important step in realising the shared goal to become the „Go-To‟ bank in Africa and issignificant in aligning the integrated operating model across sub-Saharan Africa;

will accelerate plans to expand corporate banking, market activities and bancassurance inAfrica;

will create the largest bank in Africa by number of branches, with a network of more than
1,300 outlets across ten countries;

unlocks access to pan-African growth for Absa shareholders through exposure to a subSaharan African financial services group across eight countries;

will also provide benefits to the individual African operations through leveraging strong
product capabilities across the expanded group, as well as facilitating the sharing ofexpertise and development of skills across the businesses;2will diversify Absa‟s earnings on a geographic basis;

will lead to enhanced business opportunities, improved offerings to customers, exciting
career opportunities for employees and long-term value for stakeholders.

Commenting on the rationale and benefits of the transaction, Antony Jenkins, Barclays Chief
Executive, said: “Bringing together Barclays Africa with Absa is an important step in furthering our„One Bank in Africa‟ strategy and the goal to become the „Go-To‟ bank across the continent. Thistransaction will give us a platform from which we can further grow our Africa business to thebenefit of customers, colleagues, shareholders and the communities in which we operate.”
Maria Ramos, Chief Executive of Absa Group and Barclays Africa, said: “This is a compelling andunique opportunity for us to further our „One Bank in Africa‟ ambitions by combining with aleading sub-Saharan African banking franchise. We are tremendously excited by the opportunities
for growth across the continent and the geographically diversified earnings potential that acombined business would deliver.”For details on the terms of the proposed combination, the conditions precedent, the financialeffects, and important dates and times, please refer to the attached SENS announcement issued byAbsa which is available at www.barclays.com/investorrelations/.
- Ends Notes:
1. Based on a ZAR/GBP exchange rate of 14.10
2. Includes the Barclays Africa businesses in Botswana, Ghana, Kenya, Mauritius, Seychelles, Tanzania, Uganda andZambia, and the Absa Group Limited businesses in South Africa, Mozambique and Tanzania.
3. Based on a price of R141.50 per Absa share and the current issued share capital of Absa
References to the number of Absa consideration shares, customers and outlet network, and the population and GDP
coverage in this announcement, are based on the transfer of the entire Portfolio to Barclays Africa Limited, and transferof Barclays Africa Limited to Absa. In the event that operations in one or more countries do not transfer on a subsequentclosing, such figures should be read as amended accordingly.

Advisors:
Goldman Sachs International is acting as financial adviser to Barclays. In that capacity, Goldman
Sachs International has performed financial analyses and has assisted the Barclays Board in its
consideration of the financial terms of the transaction and, in doing so, has relied on the Board‟scommercial assessment of the Transaction.
For further information, please contact:
Barclays
Investor Relations
Charlie Rozes+44 (0) 20 7116 5752

Media Relations
Giles Croot+44 (0) 20 7116 4755

Absa
Investor Relations
Alan Hartdegen+27 (0) 11 350 2598

Media Relations
Maxwell Pirikisi+27 (0) 11 350 4787

About Barclays
3Barclays is a major global financial services provider engaged in personal banking, credit cards,
corporate and investment banking, and wealth and investment management with an extensive
international presence in Europe, the Americas, Africa and Asia. With over 300 years of history andexpertise in banking, Barclays operates in over 50 countries and employs approximately 140,000people. Barclays moves, lends, invests and protects money for customers and clients worldwide.
For more information, please visit the Barclays website: www.barclays.com.
About Barclays in Africa
The businesses in scope for the proposed combination employ more than 9,100 people and have anetwork of more than 400 branches and 840 ATMs serving approximately 2.2 million customers.
As at H1 2012 the Barclays Africa businesses in scope for the proposed combination had total
assets of approximately R81.6bn billion.
About Absa
Absa Group Limited (“Absa Group”), the holding company of Absa Bank, is listed on the JSE
Limited and is one of South Africa‟s largest financial services groups offering a complete range ofbanking, insurance and wealth management products and services. Absa Group‟s business isconducted primarily in South Africa. It also has equity holdings in banks in Mozambique andTanzania, representative offices in Namibia and Nigeria and bancassurance operations inBotswana, Mozambique and Zambia. Absa Group is a subsidiary of Barclays PLC, which currently
holds a stake of 55.5%. For more information, please visit the Absa website: www.absa.co.za.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This document may contain forward-looking statements that are based on current expectations or beliefs, as well asassumptions about future events. Generally, the words „„will‟‟, „„may‟‟, „„should‟‟, „„continue‟‟, „„believes‟‟, „„expects‟‟,„„intends‟‟, „„anticipates‟‟, “plans” or similar expressions that are predictive or indicative of future events identify forwardlooking statements. These statements are based on the current expectations of management and are naturally subject torisks, uncertainties and changes in circumstances. Undue reliance should not be placed on any such statements because,by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by otherfactors, many of which are outside the control of Barclays and its Directors, that could cause actual results, andmanagement‟s plans and objectives, to differ materially from those expressed or implied in the forward-looking
statements. As such, forward-looking statements are no guarantee of future performance.
There are several factors which could cause actual results to differ materially from those expressed or implied inforward-looking statements. Among the factors that could cause actual results to differ materially from those describedin the forward-looking statements are changes in the global, political, economic, business, competitive, market andregulatory environment, future exchange and interest rates, changes in tax rates and future business combinations ordispositions.
Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the dateof this document. Barclays does not undertake any obligation (except as required by requirements of the UK Listing
Authority or any other legal or regulatory requirement) to revise or update any forward-looking statement contained inthis document, regardless of whether that statement is affected as a result of new information, future events orotherwise.
No statement in this document is intended as a profit forecast and no statement in this document should be interpreted
to mean that the earnings per Share for the current or future years would necessarily match or exceed the historical
published earnings per Share.

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